AGREEMENT
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Client: Corporate Roadshow
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Address: 00 Xxxxxx Xxxxxx
Xxxxx 000
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Xxxx, Xxxxx and Zip: Xxxxxxxx, XX 00000
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Email Address: xxxx@xxxxxxxxxxxxxxxx.xx
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Phone: 000-000-0000 Xxxxx Xxxxxxxx
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Fax: Contact Name
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Billing Address (if different from above):
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Type of Business or Service:
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Persons authorized to charge to account:
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Referring Broker:
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Real Estate Company Name:
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Real Estate Company Address:
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Center: Orville
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Address: 00 Xxxxxxx Xxxxx
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Xxxx, Xxxxx and Zip: Xxxxxxx XX 00000
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Email Address: Xxxxxxx.Xxxxx@xx.xxx
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Phone: 000-000-0000 Xxxxxxx Xxxxxxx
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Fax: 000-000-0000 Contact Name
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Number of Offices: 1
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Program: Full Office Program
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Office Numbers: 126
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Initial Term: 12 Months
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Fixed Monthly Fees: T1 Line: $100.00
Monthly Rent: $900.00 Fix Line: $50.00
TEL Lines/Equip: $200.00
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Refundable Retainer: $1,800.00 Fixed Fee Payment Date: 1st of Month Service Fee Payment Date: 1st of Month
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Start Date: December 1, 2002
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This agreement will automatically renew for flee same period of time as the
initial term at the then current rates for the offices and/or services.
If I have less than three (3) offices, I will give sixty (60) days written
notice to cancel my renewal. If I have three (3) or more offices I will give
ninety (90) days written notice to cancel my renewal.
I have read and understand the terms and conditions on the reverse side and 1
agree to be board by those terms and conditions.
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TERMS AND CONDITIONS
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1. OFFICE ACCESS. As a client you have a license to use the offices)
assigned to you. You also have shared use of common areas in the
center. Your office comes with standard office furniture. You have
access to your office(s) twenty-four (24) hours a day, seven (7) days a
week. Our building provides office cleaning, maintenance services,
electric heating and air conditioning to the center during normal
business hours as determined by the landlord for the building.
We reserve the right to relocate you to another office in the
center from time to time. If we exercise this right it will only be to
an office of equal or larger size arid configuration. This relocation
is at our expense.
We reserve the right to show the offices) to prospective clients
and will use reasonable efforts not to disrupt your business.
2. SERVICES. In addition to your office, we provide you with certain
services on an as requested basis. The fee schedule for these services
is available upon request. The fees are charged to your account and are
payable on the service fee payment date listed on the reverse side of
this agreement. You agree to pay all charges authorized by you or your
employees. The fee schedule is updated from time to time.
HQ Global Workplaces (HQ) and vendors designated by HQ are the
only service providers authorized to provide services in the center.
You agree that neither you nor your employees will solicit other clients
of the center to provide sty service provided by HQ or its designated
vendors, or otherwise.
In the event you default on your obligations under this agreement,
you agree that HQ may cease to provide any and all services including
telephone services without resort to legal process.
3. PAYMENTS. You agree to pay the fixed and additional service fees and
all applicable sales or use taxes on the payment dates listed on the
reverse side of this agreement. If you dispute any portion of the
charges on your xxxx, you agree to pay the undisputed portion on the
designated payment date. You agree that charges must be disputed within
ninety (90) days or you waive your right to dispute such charges. You
may be charged a late fee for any late payments.
When you sign this agreement you are required to pay your fixed
fee, set up fees and a refundable retainer. The refundable retainer
will not be kept in a separate account from other funds of HO and no
interest will be paid to you on this amount. The refundable retainer
may be applied to outstanding charges at any time at our discretion. We
have the right to require that you replace retainer funds that we apply
to your charges. At the end of the term of this agreement, if you have
satisfied all of your payment obligations, we will refund you this
retainer within forty-five (45) days.
4. OUR LIMITATION OF LIABILITY. You acknowledge that due to the imperfect
nature of verbal, written and electronic communications, neither HQ nor
HQ's landlord or any of their respective officers, directors, employees,
shareholders, partners, agents or representatives shall be responsible
for damages, direct or consequential, that may result from the failure
of HQ to furnish any service, including but not limited to the service
of conveying messages, communications and other utility or services.
Your sole remedy and HQ's sole obligation for any failure to render any
service, any error or omission, or any delay or interruption of any
service, is limited to an adjustment to your xxxx in an amount equal to
the charge for such service for the period during which the failure,
delay or interruption continues.
WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, CLIENT
EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY
CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING WITH RESPECT TO
LOST BUSINESS OR PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY
SERVICE, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR
INTERRUPTION OF SERVICES. HQ DISCLAIMS ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
5. LICENSE AGREEMENT THIS AGREEMENT 13 NOT A LEASE OR ANY OTHER INTEREST IN
REAL PROPERTY IT 13 A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE
LICENSE. We retain legal possession and control of the center and the
office assigned to you. Our obligation to provide you space and
services is subject to the terms of our lease with the building. This
agreement terminates simultaneously with the termination of our tease or
the termination of the operation of our center for any reason. As our
client you do not have any rights under our lease with our landlord.
When this agreement is terminated because the term has expired or
otherwise, your license to occupy the center is revoked. You agree to
remove your personal property and leave the office as of the date of
termination. We are not responsible for property left in the office
after termination.
6. DAMAGES AND INSURANCE. You are responsible for any damage you cause to
tine center or your offices) beyond normal wear and tear. We have the
right to inspect the condition of the office from time to time and make
any necessary repairs.
You are responsible for insuring your personal property against
all risks. You have the risk of loss with rasped to any of your
personal property. You agree to waive any right of recovery against HO,
its directors, officers and employees for any damage or loss to your
property under your control. All property in your office(s) is
understood to be under your control.
7. DEFAULT. You are in default under this agreement if: 1) you fail to
abide by the rules and regulations of the center, a copy of which has
been provided to you; 2) you do not pay your fees on the designated
payment date and after written notice of this failure to pay you do
not pay within five (5) days; and 3) you do not comply with the terms
of this agreement. If the default is unrelated to payment you will
be given written notice of the default and you will have ten (10)
days to correct the default.
8. TERMINATION. You have the right to terminate this agreement early;
1) if your mail or telecommunications service or access to the
offices) is cut for a period of ten (10) concurrent business days; 2)
in accordance with a negotiated buy out agreement; or 3) in
connection with a transfer to another center in the HQ network.
HQ has the right to terminate this agreement early; 1) if you
fail to correct a default or the default cannot be corrected; 2)
without opportunity to cure if you repeatedly default under the
agreement; or 3) if you use the center for any illegal operations or
purposes.
9. RESTRICTION ON HIRING. Our employees are an essential part of our
ability to deliver our services. You acknowledge this and agree
that, during the term of your agreement and for six (6) months
afterward, you will not hire any of our employees. If you do hire
one of our employees, you agree that actual damages would be
difficult to determine and therefore you agree to pay liquidated
damages in the amount of one-half of the annual base salary of the
employee you hire. You agree that this liquidated damage amount is
fair and reasonable.
10. MISCELLANEOUS.
A. All notices are to be in writing and may be given by registered or
certified mail. postage prepaid, overnight mail service or hand
delivered with proof of delivery, addressed to HQ or client at the
address listed on the reverse side of this agreement.
B. You acknowledge that HQ will comply with the U.S. Postal Service
regulations regarding client mail. Upon termination of this
agreement, you must notify all parties with whom you do business of
your change of address. You agree not to file a change of address
form with the postal service. Filing of a change of address form may
forward all mail addressed to the center to your new address. In
addition, all telephone and facsimile numbers and IP addresses are
the property of HQ. These numbers will not be transferred to you at
the end of the term. For a period of thirty (30) days after the
expiration of this agreement. HQ will provide your new telephone
number and address to all incoming callers and will hold or forward
your mail, packages, and facsimiles at no cost to you. After thirty
days (30) you may request the continuation of this service at your
cost. Business Access clients must pay for the additional five (5)
months of mail forwarding required by the USPS regulations.
C. In the event a dispute arises under this agreement you agree to
submit the dispute to mediation. If mediation does not resolve the
dispute, you agree that the matter will be submitted to arbitration
pursuant to the procedure established by the American Arbitration
Association in the metropolitan area in which the center is located.
The decision of the arbitrator will be binding on the parties. The
non-prevailing party as determined by the arbitrator shall pay the
prevailing party's attorney's fees and costs of the arbitration.
Furthermore, if a court decision prevents or HQ elects not to submit
this matter to arbitration, then the non-prevailing party as
determined by the court shall pay the prevailing party's reasonable
attorney's fees and costs. Nothing in this paragraph will prohibit
HQ from seeking equitable relief including without limitation any
action for removal of the client from the center after the license
has been terminated or revoked.
D. This agreement is governed by the laws of the state in which the
center is located.
E. Client may not assign this agreement without HQ's prior written
consent, which xxxx not be unreasonably withheld.
F. This agreement is the entire agreement between you and HO. It
supercedes all prior agreements.
HQ Global Workplaces, Inc.
By: ___________________________________________
Authorized Signature
___________________________________________
Print Name Date
Its: ___________________________________________
CLIENT:
By: ___________________________________________
Authorized Signature
___________________________________________
Print Name Date
Its: ___________________________________________
HQ GLOBAL
WORKPLACES
November 13, 2002
Corporate Roadshow
Xx. Xxxxx Xxxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
As agreed, HQ Global Workplaces will discount our long distance service from .19
per minute to .12 per minute during the term of your Agreement.
Sincerely,
/s/Xxxxxxx Xxxxxxx
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Double Center General Manager
Orville Center
00 Xxxxxxx Xx. Xxxxx 000
Xxxxxxx, XX 00000
T 631 244-1400
F 631 S67-0611
xxx.xx.xxx
HQ GLOBAL
WORKPLACES
Empowering Your Business Virtually Anywhere
Infrastructure people technology
Rules and Regulations
1. Client's employees and guests shall conduct themselves in a
businesslike manner; proper business attire shall be worn at all
times; the noise level will be kept to a level so as not to interfere
with or annoy other clients and Client will abide by HQ GLOBAL
WORKPLACES directives regarding security, keys, parking and other such
matters common to all occupants.
2. Client agrees to use chair mats and desk pads in the Office(s) and any
damage from failure to use the same shall be the responsibility of
Client. Client shall not affix anything to the windows,-walls or any
other part of the Offices) or the HQ GLOBAL WORKPLACES business center
or make alterations or additions to the Offices) or the HQ GLOBAL
WORKPLACES business center without the prior written consent of HQ
GLOBAL WORKPLACES.
3. Client shall not prop open any corridor doors, exit doors or door
connecting corridors during or after business hours.
4. Client can only use public areas with the consent of HQ GLOBAL
WORKPLACES and those areas must be kept neat and attractive at all
times.
5. All corridors, halls, elevators and stairways shall not be obstructed
by Client or used for any purpose other than egress and ingress.
6. No advertisement or identifying signs, other than provided by HQ
GLOBAL WORKPLACES, or other notices shall be inscribed, painted, or
affixed on any part of the corridors, doors or public areas.
7. Client shall not, without HQ GLOBAL WORKPLACES prior written consent,
store or operate in the Offices) or the HQ GLOBAL WORKPLACES business
center any computer (excepting a personal computer) or any other large
business machine, reproduction equipment, heating equipment, stove,
radio, stereo equipment or other mechanical amplification equipment,
vending or coin operated machine, refrigerator or coffee equipment, or
conduct a mechanical business therein, do any cooking therein, or use
or allow to be used in the Building, oil burning fluids, gasoline,
kerosene for heating, warming or lighting. No article deemed hazardous
on account of fire or any explosives shall be brought into the HQ
GLOBAL WORKPLACES business center. No offensive gases, odors or
liquids shall be permitted. No fire amps shall be permitted.
HQ GLOBAL WORKPLACES, Rules and Regulations, Page 2
8. The electrical current shall be used for ordinary lighting, powering
personal computers and small appliances only unless written percussion
to do otherwise shall first have been obtained from HQ GLOBAL
WORKPLACES at an agreed cost to Client.
9. If Client requires any special installation or wiring for electrical
use, telephone equipment or otherwise, such wiring shall be done at
Client's expense by the personnel designated by HQ GLOBAL WORKPLACES.
10. Client may not conduct business in the hallways, reception area or any
other area except in its designated Offices) without the prior written
consent of HQ GLOBAL WORKPLACES.
11. Client shall bring no animals other than seeing-eye dogs in the
company of blind persons into the Building.
12. Client shall not remove furniture, fixtures or decorative material
from the Offices) without the written consent of HQ GLOBAL WORKPLACES
and such removal shall be under the supervision of HQ GLOBAL
WORKPLACES.
13. Client shall not use the HQ GLOBAL WORKPLACES business center for
manufacturing or storage of merchandise except as such storage may be
incidental to general office purposes.
14. Client shall not occupy or permit any portion of the HQ GLOBAL
WORKPLACES business center to be occupied or used for the manufacture,
sale, gift or use of liquor, narcotics or tobacco in any form
15. Client shall not use the Offices) for lodging or sleeping; or for any
immoral or illegal purposes.
16. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows of the HQ GLOBAL WORKPLACES business center by
Client nor shall any changes be made on existing locks or the
mechanisms thereof.
17. Client shall, before leaving the Offices) unattended for an extended
period of time, close and securely lock all doors and shut off all
lights and other electrical apparatus. Any damage resulting from
failure to do so shall be paid by Client.
18. Canvassing, soliciting and peddling in the Building are prohibited and
Client shall not solicit other clients for any business or other
purpose without the prior written approval of HQ GLOBAL WORKPLACES.
HQ GLOBAL WORKPLACES, Rules and Regulations, Page 3
19. All property belonging to Client or any employee, agent or invitee of
Client shall be at the risk of such person only and HQ GLOBAL
WORKPLACES shall not be liable for damages thereto or for theft or
misappropriation thereof.
20. If Client does not remove any property belonging to Client from the HQ
GLOBAL WORKPLACES business center by the end of the tenor, at the
option of HQ GLOBAL WORKPLACES, Client shall be conclusively presumed
to have conveyed such property to HQ GLOBAL WORKPLACES under this
Agreement as a xxxx of sale without further payment or credit by HQ
GLOBAL WORKPLACES to Client and HQ GLOBAL WORKPLACES may remove the
same and Client shall pay HQ GLOBAL WORKPLACES all costs of
such-removal upon demand.
21. Smoking shall be prohibited in all public areas, including conference
and training rooms. No smoking shall be permitted at any time in any
area of the HQ GLOBAL WORKPLACES business center including open
offices and workstations).
22. Client shall use only telecommunications systems and services as
provided by HQ GLOBAL WORKPLACES. Client shall pay to HQ GLOBAL
WORKPLACES a monthly equipment rental fee for the use of each
telephone instrument and voice lines. In the event HQ GLOBAL
WORKPLACES discontinues the offering of long distance service, Client
shall provide its own long distance service through a locally accessed
long distance carrier.
23. Client or Client's officers, directors, employees, shareholders,
partners, agents, representatives, contractors, customers, or invitees
shall be prohibited from participating ion any type of harassing or
abusive behavior to HQ GLOBAL WORKPLACES team members, other clients
or invitees, verbal or physical in the HQ GLOBAL WORKPLACES business
center for any reason.
24. Internet service and any other service provided by HQ GLOBAL
WORKPLACES may only be used for lawful purposes. Transmission or
storage of any information, data, or material in violation of any US
Federal, state or local law is prohibited. Client is prohibited from
using the HQ GLOBAL WORKPLACES interest access to transmit threatening
material or transmit or receive obscene material.
25. Clients must pay service fees for each device connected. to internet
service.
26. HQ GLOBAL WORKPLACES has the right to suspend T-1 service at any time
if client's use violates the Rules and Regulations of interest service
use.
HQ GLOBAL WORKPLACES RESERVES THE RIGHT TO MAKE SUCH OTHER RULES AND REGULATIONS
AS IN ITS JUDGEMENT MAY FROM TIME TO TIME BE NEEDED FOR THE SAFETY OF CLIENTS,
CARE AND CLEANLINESS OF THE OF, OFFICES HQ GLOBAL WORKPLACES SHALL HAVE NO
RESPONSIBILITY TO CLIENT FOR THE VIOLATION OR NON-PERFORMANCE BY ANY OTHER HQ
GLOBAL WORKPLACES CLIENTS OF ANY OF THE RULES AND REGULATIONS BUT SHALL USE
REASONABLE EFFORTS TO UNIFORMLY ENFORCE ALL RULES AND REGULATIONS.
